SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

ENDOCHOICE HOLDINGS, INC.

(Name of Subject Company (Issuer))

Falcon Merger Corp.

a direct wholly-owned subsidiary of

Boston Scientific Corporation

(Names of Filing Persons (Offerors))

Common Stock, $0.001 par value per share

(Title of Class of Securities)

29272U103

(CUSIP Number of Class of Securities)

Vance R. Brown

Vice President and Chief Corporate Counsel

300 Boston Scientific Way, Marlborough,

Massachusetts 01752-1234

(508) 683-4000

(Name, Address, and Telephone Number of Person Authorized

to Receive Notices and Communications on Behalf of Filing Person)

Copies to:

Julie Scallen

Steven B. Stokdyk

Latham & Watkins LLP

John Hancock Tower, 27th Floor

200 Clarendon Street

Boston, MA 02116

(617) 948-6000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$208,047,936.00	$24,112.76

*Estimated for purposes of calculating the filing fee only. This amount assumes the purchase of up to 26,005,992 shares of common stock, par value $0.001 per share, of EndoChoice Holdings, Inc., at a purchase price of $8.00 per share. Such number of shares consists of 26,005,992 shares of common stock issued and outstanding as of October 6, 2016.

**The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), equals 0.0001159 of the transaction valuation.

xCheck the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $24,112.76	Filing Party: Boston Scientific Corporation
Form or Registration No.: Schedule TO	Date Filed: October 7, 2016

oCheck the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

xthird-party tender offer subject to Rule 14d-1.

oissuer tender offer subject to Rule 13e-4.

ogoing-private transaction subject to Rule 13e-3.

oamendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:    o

This Amendment No. 4 (this “Amendment”) amends and supplements the Tender Offer Statement filed on Schedule TO, originally filed with the Securities and Exchange Commission (the “SEC”) on October 7, 2016 (together with any amendments and supplements thereto, including Amendment No. 1 filed with the SEC on October 27, 2016, Amendment No. 2 filed with the SEC on November 4, 2016, and Amendment No. 3 filed with the SEC on November 18, 2016, the “Schedule TO”), which relates to the offer by Falcon Merger Corp., a Delaware corporation (the “Purchaser”) and a direct wholly-owned subsidiary of Boston Scientific Corporation, a Delaware corporation (“BSC”), to purchase all of the issued and outstanding shares of common stock, par value $0.001 per share (the “Shares”), of EndoChoice Holdings, Inc., a Delaware corporation (“EndoChoice”), at a purchase price of $8.00 per share, net to the seller in cash, without interest, subject to any withholding of taxes required by applicable law, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 7, 2016 (the “Offer to Purchase”), and in the related Letter of Transmittal, copies of which are filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. This Amendment is being filed on behalf of BSC and the Purchaser. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Schedule TO.

Amendments to the Schedule TO

Items 1 through 9 and Item 11 of the Schedule TO are hereby amended and supplemented by adding the following:

“The Offer and withdrawal rights expired at one minute after 11:59 p.m., New York City time, on Monday, November 21, 2016. The Depositary advised us that as of such time 24,676,111 Shares were validly tendered into, and not properly withdrawn from, the Offer, representing approximately 94.575% of the outstanding Shares, including Shares tendered through Notices of Guaranteed Delivery. The number of Shares tendered satisfies the Minimum Condition (as defined in the Offer to Purchase). Because the Minimum Condition and each of the other conditions of the offer have been satisfied, all Shares that were validly tendered and not properly withdrawn have been accepted for purchase and paid for by the Purchaser.

As a result of the purchase of Shares in the Offer, the Purchaser had ownership sufficient to effect the Merger under DGCL Section 251(h) without a vote of stockholders of EndoChoice. Accordingly, the Purchaser has effected the Merger in which the Purchaser merged with and into EndoChoice, with EndoChoice surviving the Merger and continuing as a direct wholly owned subsidiary of BSC. In the Merger, each Share outstanding (other than Shares accepted for payment in the Offer, Shares held by BSC or the Purchaser or Shares for which an EndoChoice stockholder has properly exercised appraisal rights under Delaware law) was converted into the right to receive a price per Share equal to the Offer Price, subject to any withholding of taxes required by applicable law. The Shares ceased to trade on the New York Stock Exchange (“NYSE”) prior to the opening of business on November 22, 2016, and EndoChoice has requested that NYSE file a Notification of Removal from Listing and/or Registration under Section 12(b) of the Exchange Act on Form 25 to delist and deregister the Shares.

On November 22, 2016, BSC, the Purchaser and EndoChoice issued a joint press release announcing the expiration and results of the Offer and the consummation of the Merger. The full text of the press release is attached hereto as Exhibit (a)(5)(B) and is incorporated herein by reference.”

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit thereto:

Exhibit No.	Description
(a)(5)(B)	Joint Press Release issued by BSC, the Purchaser and EndoChoice on November 22, 2016

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SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Falcon Merger Corp.
By:	/s/ Mark R. Slicer
	Name:	Mark R. Slicer
	Title:	Vice President and Corporate Controller
Boston Scientific Corporation
By:	/s/ Mark R. Slicer
	Name:	Mark R. Slicer
	Title:	Senior Vice President, Corporate Controller

Date: November 22, 2016

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INDEX TO EXHIBITS

Exhibit No.	Description
(a)(1)(A)	Offer to Purchase, dated as of October 7, 2016*
(a)(1)(B)	Letter of Transmittal*
(a)(1)(C)	Notice of Guaranteed Delivery*
(a)(1)(D)	Letter to Brokers, Dealers, Banks, Trust Companies and other Nominees*
(a)(1)(E)	Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and other Nominees*
(a)(1)(F)	Joint Press Release issued by EndoChoice and BSC dated September 27, 2016 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by BSC with the SEC on September 27, 2016)
(a)(1)(G)	Summary Advertisement published on October 7, 2016*
(a)(1)(H)	Press Release issued by BSC, dated October 7, 2016*
(a)(5)(A)	Press Release issued by BSC on November 4, 2016*
(a)(5)(B)	Joint Press Release issued by BSC, the Purchaser and EndoChoice on November 22, 2016
(d)(1)	Agreement and Plan of Merger, dated as of September 27, 2016, by and among BSC, the Purchaser and EndoChoice (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by EndoChoice with the SEC on September 27, 2016)
(d)(2)	Form of Tender and Support Agreement(s), dated as of September 27, 2016, which were entered into among BSC and the Purchaser and certain stockholders of EndoChoice (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by EndoChoice with the SEC on September 27, 2016)
(d)(3)	Confidentiality Agreement, dated as of June 6, 2016, by and between BSC and EndoChoice*

* Previously filed.

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EX-99.(A)(5)(B)

Exhibit (a)(5)(B)

Boston Scientific Closes EndoChoice Acquisition

Acquisition Expands Endoscopy Portfolio

Marlborough, Mass., (TBD) — Boston Scientific Corporation (NYSE: BSX) today announced the close of its acquisition of EndoChoice Holdings, Inc. (NYSE: GI).  With the completion of the acquisition, EndoChoice will become part of the Boston Scientific endoscopy business.  EndoChoice is an Alpharetta, Georgia based company focused on the development and commercialization of infection control products, pathology services and single-use devices for specialists treating a wide range of gastrointestinal (GI) conditions.

The two organizations announced a definitive agreement on September 27, 2016 for Boston Scientific to acquire the EndoChoice business at a cash price of $8.00 per share for an approximate total of $210 million.

“We are excited to provide physicians more comprehensive solutions to help assess, diagnose and treat patients with GI conditions,” said Art Butcher, senior vice president and president, Boston Scientific, Endoscopy.  “Boston Scientific is a leader in the field of endoscopy and we are committed to providing innovative products and services to meet the changing and growing needs within the field.”

The expanded portfolio will deliver a comprehensive array of GI services and devices for physicians in group practice settings as well as hospitals and ambulatory surgery centers.  The combined business will reach growing areas within the GI continuum of care, including infection control and pathology lab services.  Boston Scientific continues to evaluate strategic options for the Full Spectrum Endoscopy (FUSE®) colonoscope, and anticipates providing an update on its plans for the platform by the end of the year.

The acquisition is expected to be breakeven to Boston Scientific adjusted earnings per share in 2017, and accretive thereafter. The transaction is expected to be less accretive (or dilutive, as the case may be) on a GAAP basis, due to amortization expense and transaction and integration costs. EndoChoice generated approximately $75 million of total sales in the twelve-month period ended September 30, 2016.

About Boston Scientific

Boston Scientific transforms lives through innovative medical solutions that improve the health of patients around the world. As a global medical technology leader for more than 35 years, we advance science for life by providing a broad range of high performance solutions that address unmet patient needs and reduce the cost of healthcare. For more information, visit www.bostonscientific.com and connect on Twitter and Facebook. For more information on the Boston Scientific endoscopy business visit http://www.bostonscientific.com/en-US/medical-specialties/gastroenterology.html.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may be identified by words like “anticipate,” “expect,” “project,” “believe,” “plan,” “estimate,” “intend” and similar words. These forward-looking statements are based on our beliefs, assumptions and estimates using information available to us at the time and are not intended to be guarantees of future events or

performance. These forward-looking statements include, among other things, statements regarding our adjusted earnings per share, our product launches and product performance and impact. If our underlying assumptions turn out to be incorrect, or if certain risks or uncertainties materialize, actual results could vary materially from the expectations and projections expressed or implied by our forward-looking statements. These factors, in some cases, have affected and in the future (together with other factors) could affect our ability to implement our business strategy and may cause actual results to differ materially from those contemplated by the statements expressed in this press release. As a result, readers are cautioned not to place undue reliance on any of our forward-looking statements.

Factors that may cause such differences include, among other things: future economic, competitive, reimbursement and regulatory conditions; new product introductions; demographic trends; the closing and integration of acquisitions; intellectual property; litigation; financial market conditions; and future business decisions made by us and our competitors. All of these factors are difficult or impossible to predict accurately and many of them are beyond our control. For a further list and description of these and other important risks and uncertainties that may affect our future operations, see Part I, Item 1A — Risk Factors in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission, which we may update in Part II, Item 1A — Risk Factors in Quarterly Reports on Form 10-Q we have filed or will file hereafter. We disclaim any intention or obligation to publicly update or revise any forward-looking statements to reflect any change in our expectations or in events, conditions or circumstances on which those expectations may be based, or that may affect the likelihood that actual results will differ from those contained in the forward-looking statements. This cautionary statement is applicable to all forward-looking statements contained in this document.

Use of Non-GAAP Financial Measures

To supplement our consolidated financial statements presented on a GAAP basis, we disclose certain non-GAAP financial measures including adjusted earnings per share. Adjusted earnings per share excludes goodwill and intangible asset impairment charges; acquisition-, divestiture-, litigation- and restructuring-related charges and credits; certain discrete tax items and amortization expense. Non-GAAP measures such as adjusted earnings per share are not in accordance with generally accepted accounting principles in the United States. The GAAP financial measure most directly comparable to adjusted earnings per share is GAAP earnings per share. The difference between our estimated impact of the acquisition on our GAAP and adjusted earnings per share relates to amortization expense on acquired intangible assets and acquisition-related net charges, which primarily include exit costs and other fees. These amounts are excluded by the Company for purposes of measuring adjusted earnings per share.

Management uses adjusted earnings per share along with other supplemental non-GAAP measures to evaluate performance period over period, to analyze the underlying trends in our business, to assess its performance relative to its competitors, and to establish operational goals and forecasts that are used in allocating resources. Non-GAAP financial measures, including adjusted earnings per share, should not be considered in isolation from or as a replacement for GAAP financial measures. We believe that presenting non-GAAP financial measures in addition to GAAP financial measures provides investors greater transparency to the information used by our management for its financial and operational decision-making and allows investors to see our results “through the eyes” of management. We further believe that providing this information better enables our investors to understand our operating performance and to evaluate the methodology used by management to evaluate and measure such performance.

CONTACTS

Media:

Catherine Brady

508-683-4797

Media Relations

Boston Scientific Corporation

Catherine.Brady@bsci.com

Rosie Ireland
+44 (0)7585 403359

Media Relations — Europe
Boston Scientific Corporation
Rosie.Ireland@bsci.com

Investors:

Susie Lisa, CFA

508-683-5565 (office)

Investor Relations

Boston Scientific Corporation

investor_relations@bsci.com